8-K

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report: January 4, 2005
Date of Earliest Event Reported: December 31, 2004

INTERNATIONAL PAPER COMPANY
(Exact name of registrant as specified in its charter)

NEW YORK
(State or other jurisdiction
of incorporation) 1-3157
(Commission File Number) 13-0872805
(IRS Employer
Identification No.)

400 Atlantic Street
Stamford, Connecticut 06921
(Address and zip code of principal executive offices)

(203) 541-8000
(Registrant’s telephone number, including area code)

N/A
(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

£	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
£	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
£	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
£	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

ITEM 2.01 COMPLETION OF ACQUISITION OR DISPOSITION OF ASSETS

Maine

        On December 31, 2004, International Paper Company (the “Company”) announced the completion of the sale of its forestlands in Maine and New Hampshire to GMO Renewable Resources, LLC, a private investment management company, for approximately $250 million.

        A copy of the Company’s press release is included as Exhibit 99.1 to this report and is incorporated herein by reference.

Weldwood

        On January 3, 2005, the Company announced it had completed the sale of its wholly owned subsidiary, Weldwood of Canada Limited, (the “Transaction”) to West Fraser Timber Co. Ltd. (“West Fraser”) for C$1.23 billion (approximately U.S.$1 billion). The Company’s net cash proceeds received from the sale, including closing adjustments, were approximately U.S.$1.1 billion. A copy of the Company’s press release relating to completion of the Transaction is included as Exhibit 99.2 to this report and is incorporated herein by reference.

ITEM 9.01. FINANCIAL STATEMENTS, FINANCIAL INFORMATION AND EXHIBITS

(c) Exhibits

Exhibit 99.1	Press Release of International Paper Company dated December 31, 2004.
Exhibit 99.2	Press Release of International Paper Company dated January 3, 2005.
Exhibit 99.3	Agreement dated December 19, 2004, amending certain terms of the Acquisition Agreement dated July 21, 2004, between International Paper Company and West Fraser Timber Co. Ltd.

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SIGNATURES

        Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

INTERNATIONAL PAPER COMPANY (Registrant)
By:	/s/ Andrea L. Dulberg Name: Andrea L. Dulberg Title:  Assistant Secretary
Date: January 4, 2005

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EXHIBIT INDEX

Exhibit 99.1:	Press Release of International Paper Company, dated December 31, 2004.
Exhibit 99.2:	Press Release of International Paper Company, dated January 3, 2005.
Exhibit 99.3:	Agreement dated December 19, 2004, amending certain terms of the Acquisition Agreement dated July 21, 2004, between International Paper Company and West Fraser Timber Co. Ltd.

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EX-99

EXHIBIT 99.1

      PRESS RELEASE OF INTERNATIONAL PAPER COMPANY
DATED DECEMBER 31, 2004

INTERNATIONAL PAPER PLAZA
400 ATLANTIC STREET
STAMFORD, CT 06921

News Release

CONTACTS:
	Media:	Rick Ouellette, 912-655-8411 Kathleen Bark, 203-541-8418
	Investors:	Darial Sneed, 203-541-8541 Brian Turcotte, 203-541-8632

International Paper Completes Sale of 1.1 Million Acres of Forestland in
Maine and New Hampshire to GMO Renewable Resources

Stamford, Conn. – Dec. 31, 2004 – International Paper (NYSE: IP) announced today it has completed the sale of 1.1 million acres of forestlands in Maine and New Hampshire to GMO Renewable Resources, LLC, (GMORR) a private forest investment management company, for approximately $250 million.

International Paper and GMORR have agreed to a long-term wood fiber supply agreement to continue the flow of wood fiber to IP’s Maine paper mills in Jay and Bucksport. The companies have also agreed to a long-term management contract by which IP’s subsidiary Sustainable Forest Technologies, Inc. will provide forest management services, including third-party certification to the Sustainable Forestry Initiative® Standard.

“We are pleased to complete this sale, which will allow us to achieve superior value for our forestlands, maintain our ability to provide for the wood fiber needs of our local mills and continue to assure recreational use and conservation of the land for all who enjoy the outdoors,” said George O’Brien, IP’s senior vice president of Forest Products.

GMORR plans to continue International Paper’s long-standing practice of responsible public recreational use of these forestlands for hunting, fishing, snowmobiling and other traditional outdoor activities. The management of the land base will continue with the same or very similar rules and regulations on responsible public use that are in place today. GMORR also plans to continue the practice of cabin site leasing for the recreational lease holders on these lands and will evaluate the recreational programs on a regular basis.

Sustainable Forest Technologies, Inc., a wholly-owned subsidiary of International Paper, is a forest management consulting group that works with family forest owners and institutional forest management investors to implement profitable sustainable forestry practices. SFT professionals provide a full range of forest management-related services.

International Paper (http://www.internationalpaper.com) businesses include paper, packaging and forest products. As one of the largest private landowners in the world, IP professional foresters and wildlife biologists manage the woods with great care in compliance with the rigorous standards of the Sustainable Forestry Initiative® program. The SFI® program is an independent certification system that ensures the perpetual planting, growing and harvesting of trees while protecting biodiversity, wildlife, plants, soil, water and air quality. In the U.S. alone, IP protects more than 1.5 million acres of unique and environmentally important habitat on its forestlands through conservation agreements and land sales to environmental groups. And, the company has a long-standing policy of using no wood from endangered forests. Headquartered in the United States, IP has operations in over 40 countries and sells its products in more than 120 nations.

# # #

Statements in this news release that are not historical are forward-looking. These statements are subject to risks and uncertainties that could cause actual results to differ materially, including but not limited to, the strength of demand for the company’s products and changes in overall demand, the effects of competition from foreign and domestic producers, changes in the cost or availability of raw materials, unanticipated expenditures related to the cost of compliance with environmental and other governmental regulations, the ability of the company to continue to realize anticipated cost savings, performance of the company’s manufacturing operations, results of legal proceedings, changes related to international economic conditions and changes in currency exchange rates. We undertake no obligation to publicly update any forward-looking statements, whether as a result of new information, future events or otherwise.  These and other factors that could cause or contribute to actual results differing materially from such forward looking statements are discussed in greater detail in the company’s Securities and Exchange Commission filings.

EX-99

EXHIBIT 99.2

      PRESS RELEASE OF INTERNATIONAL PAPER COMPANY
DATED JANUARY 3, 2005

INTERNATIONAL PAPER PLAZA
400 ATLANTIC STREET
STAMFORD, CT 06921

News Release

CONTACTS:
	Media:	Kathleen Bark, 203-541-8418 Rick Ouellette, 912-238-6399
	Investors:	Darial Sneed, 203-541-8541 Brian Turcotte, 203-541-8632

International Paper Completes Sale of Weldwood of Canada Limited

Stamford, Conn. - Jan. 3, 2005 - International Paper (NYSE: IP) announced it has completed the sale of its Weldwood of Canada Limited subsidiary to West Fraser Timber Co., Ltd. (TSE: WFT) of Vancouver, Canada, for C. $ 1.23 billion (approximately U.S. $1 billion). International Paper's net cash proceeds received from the sale, including closing adjustments, were approximately U.S. $1.1 billion. The transaction was completed Friday, Dec. 31, 2004.

While the loss on the sale, previously recorded in discontinued operations during the 2004 third quarter, is subject to post-closing adjustments, it is currently anticipated that the loss will be approximately 10% lower than the $795 million loss previously estimated at Sept. 30, 2004.

The sale includes eight wholly owned and four joint venture mills in British Columbia and Alberta, Canada, manufacturing lumber, plywood, laminated veneer lumber, treated wood products and northern bleached softwood kraft pulp. Weldwood also manages 8 million acres of Crown land under a variety of long-term provincial government agreements and employs more than 3,000 people.

International Paper (http://www.internationalpaper.com) is the world’s largest paper and forest products company. Businesses include paper, packaging, and forest products. As one of the largest private forest landowners in the world, the company manages its forests under the principles of the Sustainable Forestry Initiative® program, a system that ensures the perpetual planting, growing and harvesting of trees while protecting biodiversity, wildlife, plants, soil, water and air quality. Headquartered in the United States, IP has operations in over 40 countries and sells its products in more than 120 nations.

#    #    #

Statements in this news release that are not historical are forward-looking. These statements are subject to risks and uncertainties that could cause actual results to differ materially, including but not limited to, the strength of demand for the company’s products and changes in overall demand, the effects of competition from foreign and domestic producers, changes in the cost or availability of raw materials, unanticipated expenditures related to the cost of compliance with environmental and other governmental regulations, the ability of the company to continue to realize anticipated cost savings, performance of the company’s manufacturing operations, results of legal proceedings, changes related to international economic conditions and changes in currency exchange rates. We undertake no obligation to publicly update any forward-looking statements, whether as a result of new information, future events or otherwise.  These and other factors that could cause or contribute to actual results differing materially from such forward looking statements are discussed in greater detail in the company’s Securities and Exchange Commission filings.

EX-99

EXHIBIT 99.3

       AGREEMENT DATED DECEMBER 19, 2004, AMENDING CERTAIN
TERMS OF THE ACQUISITION AGREEMENT DATED JULY 21, 2004, BETWEEN
INTERNATIONAL PAPER COMPANY AND WEST FRASER TIMBER CO. LTD.

December 19, 2004

West Fraser Timber Co. Ltd.1000-1100
Melville Street
Vancouver, British Columbia

Attention: Mr. Martti Solin
Vice-President, Finance and Chief Financial Officer

Dear Sirs:

Re:    Acquisition Agreement (the "Acquisition Agreement")
dated July 21, 2004 between International Paper Company (the "Vendor")
and West Fraser Timber Co. Ltd. (the "Purchaser")

        We are writing this letter to set out our understanding with respect to certain amendments to the Acquisition Agreement. Capitalized terms used but not defined in this letter agreement have the meanings given to them in the Acquisition Agreement. By signing this letter agreement, each of the Parties agrees, in consideration of the mutual covenants and agreements contained in the Acquisition Agreement and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, that:

1. The Acquisition Agreement is hereby amended as set out in Schedule A to this letter agreement.

2. Except as amended hereby, the Acquisition Agreement shall continue in full force and effect, unamended. In the event of any inconsistency between the terms of this letter agreement and the terms of the Acquisition Agreement, the terms of this letter agreement shall prevail to the extent of any such inconsistency.

3. The Purchaser acknowledges that the certificate under S.116(2) of the Tax Act in the form attached is an appropriate certificate within the meaning of §2.4 of the Acquisition Agreement for purposes of the payment of the Purchase Price and §2.4(b) will not apply.

4. The Purchaser acknowledges receipt of the Closing Payment Statement.

5. The Parties will consult with each other before issuing any press release or making any other public announcement with respect to this letter agreement and, except as required by any applicable Law or regulatory requirement, neither the Vendor nor the Purchaser will issue any such press release or make any such public announcement without the prior written consent of the other, which consent will not be unreasonably withheld or delayed.

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6. This letter agreement will be construed, interpreted and enforced in accordance with and the respective rights and obligations of the Parties will be governed by the laws of British Columbia and the federal laws of Canada applicable in British Columbia and each Party submits to the non-exclusive jurisdiction of the courts of such province and all courts competent to hear appeals from such courts. The Vendor agrees that it will not bring any suit, action or proceeding in connection with this letter agreement except in a court of competent jurisdiction in the Province of British Columbia or the State of New York.

7. This letter agreement shall enure to the benefit of, and will be binding and enforceable by, the Parties and their respective successors and permitted assigns under the Acquisition Agreement.

*  *  *  *  *

        Please confirm your agreement to the foregoing by signing a copy of this letter and returning it by electronic transmission to the undersigned (cato.ealy@ipaper.com).

Yours very truly, INTERNATIONAL PAPER COMPANY
	/s/ C. Cato Ealy

C. Cato Ealy
Senior Vice President

Acknowledged and agreed this 19th day of December, 2004.

WEST FRASER TIMBER CO. LTD.
By:	/s/ Martti Solin

Name: Title: Martti Solin
Vice President, Finance and CFO

SCHEDULE A

Amendments to Acquisition Agreement

1.     §2.2(a) of the Acquisition Agreement shall be deleted and replaced with the following:

2.2

Purchase Price Calculation

(a) The purchase price (the "Purchase Price") payable by the Purchaser to the Vendor for the Purchased Share will be an amount equal to the total of:

(i)	$1,230,000,000 less,    (A) the Triggering Event Adjustment Amount; and    (B) the Vendor Paid Expenses;
(ii)	the Duty Refund Amount;
(iii)	the Pulp Amount; and
(iv)	the Tax Refund Amount.

subject to adjustment as provided in §2.2(b).

2.     §2.2(c)(xii) of the Acquisition Agreement shall be deleted and replaced with the following:

(xii) "Target Net Worth" means $750,150,000.

3.     §2.3(a) of the Acquisition Agreement shall be deleted and replaced with the following:

        Payment of Purchase Price

2.3 The Purchase Price will be paid by the Purchaser to the Vendor as follows:

        Closing Date Payment

(a) on the Closing Date, the Purchaser will (i) pay to the Vendor $1,230,000,000 by way of wire transfer to such bank account as is designated by the Vendor in a notice given to the Purchaser before the Closing; and (ii) a demand promissory note, in the form attached to the amending agreement dated December 19, 2004 between the Parties, having a principal amount equal to $180,150,000.

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4. The definition of “Closing Date” in § 1(q) of Part B of Appendix 1 of the Acquisition Agreement shall be deleted and replaced with the following:

“Closing Date” means December 31, 2004 or such other date that the Purchaser and the Vendor agree in writing that the Closing will take place;

5. The definition of “Pulp Sales Agreement” in § 1(mmmm) of Part B of Appendix 1 of the Acquisition Agreement shall be deleted and replaced with the following:

“Pulp Sales Agreement” means the agreements in the forms settled as between the Parties on December 19, 2004.

Form of Promissory Note

Promissory Note

Principal Amount: $180,150,000 Date: December       , 2004

        FOR VALUE RECEIVED the undersigned unconditionally promises to pay ON DEMAND to International Paper Company (“IP”) by way of wire transfer to such bank account as has been designated by IP prior to the date on which this promissory note has been delivered, the principal amount of $180,150,000 in lawful money of Canada with interest calculated thereon from the date of this promissory note on the daily balance of such sum, both before and after demand, default and judgment, at a nominal rate per annum of 5.56% and interest on overdue interest payable at the same time, place and rate.

        The amount owing under this promissory note may be paid by the undersigned to IP at any time before a demand for payment is made. If payment of the principal amount is received by IP on the date of this Promissory Note no interest will be payable.

        The undersigned waives presentment for payment, notice of dishonour, protest and notice of protest in respect of this promissory note.

        This promissory note shall enure to the benefit of IP and its successors and assigns and shall be binding on the undersigned and its successors and assigns.

WEST FRASER MILLS LTD.

By:

Name:
Title:



By:

Name:
Title: